Form 8-K

8-K — Dorman Products, Inc.

Accession: 0001193125-26-254167

Filed: 2026-06-03

Period: 2026-06-02

CIK: 0000868780

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d79910d8k.htm (Primary)

EX-99.1 (d79910dex991.htm)

EX-99.2 (d79910dex992.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2, 2026

Dorman Products, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania

000-18914

23-2078856

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3400 East Walnut Street

Colmar, Pennsylvania 18915

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (215) 997-1800

N/A

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.01 per share

DORM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On June 2, 2026, Dorman Products, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”), by and among the Company, the guarantors party thereto and BofA Securities, Inc., as representative of the several initial purchasers listed therein (the “Initial Purchasers”), providing for the issuance and sale of $450 million aggregate principal amount of the Company’s 6.250% Senior Notes due 2034 (the “Notes”) in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), only to investors who are reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. The Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

The Notes will be guaranteed by each of Dorman’s existing and future wholly-owned domestic subsidiaries that is a guarantor or other obligor under its credit agreement and certain other indebtedness, subject to certain exceptions. The Notes will be issued at 100.000% of their par value with a coupon of 6.250%. Interest on the Notes is payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2026. The Notes will mature on June 15, 2034. The Notes offering is expected to close on June 16, 2026 and is subject to customary closing conditions.

The Company intends to use the net proceeds of the Notes offering to repay indebtedness under existing credit facilities, and, to the extent of any remainder, for general corporate purposes.

A copy of the press release issued by the Company on June 2, 2026, in accordance with Rule 135c of the Securities Act, announcing the commencement of the Notes offering is included as Exhibit 99.1 hereto and incorporated by reference herein. A copy of the press release issued by the Company on June 2, 2026, in accordance with Rule 135c of the Securities Act, announcing the pricing of the Notes is included as Exhibit 99.2 hereto and incorporated by reference herein.

Certain of the Initial Purchasers or their affiliates are lenders and/or agents under the Company’s existing credit agreement. As a result, certain of the Initial Purchasers or their affiliates will receive a portion of the net proceeds from the Notes offering.

The information included in Item 8.01 of this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company or its subsidiaries.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These forward-looking statements cover, among other things, the timing of closing of the Notes offering and intended use of proceeds of the Notes offering. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including that the Notes offering is subject to and may not be completed on its contemplated terms, or at all, and other factors identified under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated in the Company’s subsequent reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events, except as otherwise required by applicable law.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Launch Press Release of Dorman Products, Inc., dated June 2, 2026.

99.2

Pricing Press Release of Dorman Products, Inc., dated June 2, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DORMAN PRODUCTS, INC.

Date: June 2, 2026

By:

/s/ Charles W. Rayfield

Name:

Charles W. Rayfield

Title:

Senior Vice President, Chief Financial Officer

and Treasurer

EX-99.1

Filename: d79910dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

DORMAN PRODUCTS, INC. ANNOUNCES PRIVATE OFFERING OF $450 MILLION OF SENIOR NOTES DUE 2034

COLMAR, PA (June 2, 2026) – Dorman Products, Inc. (the “Company” or “Dorman”) (NASDAQ: DORM), a leading supplier in the

motor vehicle aftermarket industry, announced today the commencement of a private offering of $450.0 million aggregate principal amount of senior notes due 2034 (the “Notes”), subject to market and other conditions. The interest

rate and other terms of the Notes will be determined at pricing.

The Notes will be guaranteed by each of Dorman’s existing and future wholly-owned

domestic subsidiaries that is a guarantor or other obligor under its credit agreement and certain other indebtedness, subject to certain exceptions.

Dorman intends to use the net proceeds from the offering to repay indebtedness under existing credit facilities and, to the extent of any remainder, for

general corporate purposes.

The offering of the Notes will be made in a private transaction in reliance upon an exemption from the registration

requirements of the Securities Act of 1933, as amended (the “Securities Act”), only to investors who are reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities

Act, or to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered

under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes, in any

jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Dorman Products

Dorman gives professionals,

enthusiasts, and owners greater freedom to fix motor vehicles. For over 100 years, we have been driving new solutions, releasing tens of thousands of aftermarket replacement products engineered to save time and money, and increase convenience and

reliability.

Founded and headquartered in the United States, we are a pioneering global organization offering an always-evolving catalog of products

covering cars, trucks, and specialty vehicles, from chassis to body, from underhood to undercarriage, and from hardware to complex electronics.

Forward-Looking Statements

This press release

contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “will,” “intends,” and similar expressions are used to identify these forward-looking

statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date such statements were made. Such forward-looking statements are based on current expectations that involve known and

unknown risks, uncertainties, and other factors (many of which are outside of our control). Such risks, uncertainties and other factors relate to, among other things: the terms of and completion of the offering of the Notes, the anticipated use of

the net proceeds from the offering, competition in and the evolution of the motor vehicle aftermarket industry and financial and economic factors, such as our level of indebtedness, fluctuations in interest rates and inflation. More information on

these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission

(“SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on

Form 10-K and Form 10-Q and subsequent filings. The Company is under no obligation to, and expressly disclaims any such obligation to, update any of the information in

this document, including but not limited to any situation where any forward-looking statement later turns out to be inaccurate, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

Investor Relations Contact

Alex Whitelam, VP,

Investor Relations

awhitelam@dormanproducts.com

(445) 448-9522

EX-99.2

Filename: d79910dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

DORMAN PRODUCTS, INC. ANNOUNCES PRICING OF $450 MILLION SENIOR NOTES OFFERING

COLMAR, PA (June 2, 2026) – Dorman Products, Inc. (the “Company” or “Dorman”) (NASDAQ: DORM), a leading supplier in the

motor vehicle aftermarket industry, announced today that it priced its private offering of $450.0 million aggregate principal amount of 6.250% senior notes due 2034 (the “Notes”) at an issue price of 100.000%. The sale of the Notes

is expected to close on June 16, 2026, subject to customary closing conditions.

The Notes will be guaranteed by each of Dorman’s existing and

future wholly-owned domestic subsidiaries that is a guarantor or other obligor under its credit agreement and certain other indebtedness, subject to certain exceptions.

Dorman intends to use the net proceeds from the offering to repay indebtedness under existing credit facilities and, to the extent of any remainder, for

general corporate purposes.

The offering of the Notes will be made in a private transaction in reliance upon an exemption from the registration

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes, in any

jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Dorman Products

Dorman gives professionals,

reliability.

Founded and headquartered in the United States, we are a pioneering global organization offering an always-evolving catalog of products

covering cars, trucks, and specialty vehicles, from chassis to body, from underhood to undercarriage, and from hardware to complex electronics.

Forward-Looking Statements

This press release

unknown risks, uncertainties, and other factors (many of which are outside of our control). Such risks, uncertainties and other factors relate to, among other things: the completion of the offering of the Notes, the anticipated use of the net

proceeds from the offering, competition in and the evolution of the motor vehicle aftermarket industry and financial and economic factors, such as our level of indebtedness, fluctuations in interest rates and inflation. More information on these

risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission

Form 10-K and Form 10-Q and subsequent filings. The Company is under no obligation to, and expressly disclaims any such obligation to, update any of the information in

Investor Relations Contact

Alex Whitelam, VP,

Investor Relations

awhitelam@dormanproducts.com

(445) 448-9522

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